Treasury Metals and Blackwolf Complete Business Combination and Tranche 1 of the Concurrent Financing
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NEWS RELEASE July 3, 2024
Treasury Metals and Blackwolf Complete Business Combination and
Tranche 1 of the Concurrent Financing
TORONTO, July 3, 2024 – Treasury Metals Inc. (TSX: TML; OTCQX: TSRMF) (“Treasury””) and Blackwolf
Copper and Gold Ltd. (TSXV:BWCG; OTCQB: BWCGF) (“Blackwolf”” ) are pleased to announce the
successful completion of the previously -announced transaction pursuant to which , among other things,
Treasury acquired all of the issued and outstanding common shares of Blackwolf (the “Blackwolf Shares”)
pursuant to a court-approved plan of arrangement (the “Arrangement”).
Jeremy Wyeth, CEO and Director of the combined company, stated “We are excited for the formation of
a new growth-oriented company. I’d like to welcome Morgan to our team, who brings with him significant
mine building, operating and capital markets experience . Additionally, I am excited to bring on Frank
Giustra as a new strategic investor and his well tested buy/build strategy for creating growth.”
Morgan Lekstrom, President and Director of the combined company, stated “Completing this transaction
will not only accelerate the ability to build Goliath but the new vision of a buy/build strategy. This strategy
comes with putting together near -term, buildable assets , that utilize the expert builder team, newly
integrated finance and marketing team, to create a platform for strategic growth . Stay tuned as we
continue to grow on our path towards becoming a mid-tier gold company.”
Pursuant to the Arrangement, former Blackwolf shareholders are entitled to receive 0.607 of a Treasury
common share (each whole share, a “ Treasury Share”) in exchange for each Blackwolf Share held. As a
result of the Arrangement, Treasury issued an aggregate of 87,623,800 Treasury Shares. Upon closing of
the Arrangement, existing Treasury and former Blackwolf shareholders own approximately 68% and 32%
of the issued and outstanding Treasury Shares, respectively (not factoring in the closing of Tranche 1 of
the Concurrent Financing; see below for more details).
The Blackwolf Shares are expected to be delisted from the TSX Venture Exchange (“ TSXV”) at the close
of business on July 4, 2024 and Blackwolf intends to submit an application to cease to be a reporting
issuer and to otherwise terminate its public company reporting requirements as soon as possible
thereafter. The Treasury Shares are expected to be delisted from the Toronto Stock Exchange as of close
of markets on July 4, 2024 and relisted on the TSXV as of market open on July 5, 2024.
Concurrent Financing
Treasury is pleased to announce the completion of tranche 1 (“Tranche 1”) of the previously announced
non-brokered private placement (“Concurrent Financing”) of flow-through units (“FT Units”). Tranche 1
consisted of 19,136,000 FT Units for aggregate gross proceeds of C$4,401,280. The second tranche of
the Concurrent Financing (“Tranche 2”) is expected to consist of 8,690,000 FT Units for aggregate gross
proceeds of C$1,998,700, to be completed on July 5, 2024.
Each FT Unit issued under the Concurrent Financing consists of one Treasury Share that is issued as "flow-
through shares" within the meaning of the Income Tax Act (Canada) (an “FT Share”) and one common share
purchase warrant (a “Warrant”) of Treasury. Each Warrant is exercisable at a price of $0.35 until July 2,
2027.
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It is anticipated that one or more insiders of Treasury will participate in Tranche 2. By virtue of their
participation, Tranche 2 will constitute a "related party transaction" under applicable securities laws.
Treasury expects to release a material change report including details with respect to the related party
transaction less than 21 days prior to the closing of Tranche 2, which Treasury deems reasonable in the
circumstances so as to be able to avail itself of potential financing opportunities and complete the
Concurrent Financing in an expeditious manner. As Tranche 2 will not exceed specified limits and will
constitute a distribution of securities for cash, it is expected that neither a formal valuation nor minority
shareholder approval will be required in connection with Concurrent Financing.
The Concurrent Financing remains subject to certain conditions including, but not limited to, the receipt
of all necessary approvals, including the approval of the Toronto Stock Exchange, the TSX V and any
applicable securities regulatory authorities. There can be no assurance as to whether or when the
Concurrent Financing will be completed. All securities issued in connection with the Concurrent Offering
will be subject to a four-month and one-day hold period in Canada.
The securities to be offered in the Concurrent Financing have not been, and will not be, registered under
the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any U.S. state securities
laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United
States persons absent registration or any applicable exemption from the registration requirements of the
U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer
to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of
these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Niblack Teck Agreement
Blackwolf’s Niblack Copper-Gold project was acquired pursuant to an option agreement (the “ Niblack
Option Agreement”) with Teck Resources Limited and Teck Co, LLC (together, “ Teck”) dated August 15,
2006, as amended on January 18, 2012. Pursuant to the Niblack Option Agreement, Blackwolf was
obligated to pay $1,250,000 in cash to Teck upon certain change of control and other events. Blackwolf
and Teck entered into an addendum (the “Addendum”) to the Niblack Option Agreement, as announced
by Blackwolf on May 2, 2024, to permit Blackwolf to satisfy this payment by issuing to Teck, immediately
prior to closing of the Arrangement, the number of Blackwolf Shares that is calculated by dividing
$1,250,000 by the 20-day volume-weighted average price (VWAP) of the Blackwolf Shares on the TSXV
following May 2, 2024. Pursuant to the Addendum, on July 2, 2024, Blackwolf issued 9,669,470 Blackwolf
Shares to Teck.
Advisory Shares
In connection with the Arrangement, on July 2, 2024, Fiore Management and Advisory Corp. was issued
2,830,501 Blackwolf Shares in consideration for advisory services provided to Blackwolf.
About Treasury Metals Inc.
Treasury Metals Inc. is a gold -focused company with assets in Canada and the United States. Treasury’s
Goliath Gold Complex (which includes the Goliath, Goldlund and Miller deposits) is located in
Northwestern Ontario. The deposits benefit substantially from excellent access to the Trans -Canada
Highway, related power and rail infrastructure and close proximity to several communities including
Dryden, Ontario. For information on the Goliath Gold Complex, please refer to the technical report,
prepared in accordance with NI 43–101, entitled “Goliath Gold Complex – NI 43–101 Technical Report
and Prefeasibility Study” and dated March 27, 2023 with an effective date of February 22, 2023, led by
independent consultants Ausenco Engineering Canada Inc. The technical report is available on SEDAR +
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at www.sedarplus.ca, on the OTCQX at www.otcmarkets.com and on the Company website at
www.treasurymetals.com.
The Company also owns several other projects throughout Canada, including the Weebigee -Sandy Lake
Gold Project JV, and grassroots gold exploration property Gold Rock. In addition, Treasury Metals holds a
100% interest in the high -grade Niblack copper -gold-zinc-silver VMS project, located adjacent to
tidewater in southeast Alaska, as well as five Hyder Area gold-silver and base metal properties in southeast
Alaska. Treasury Metals is committed to inclusive, informed and meaningful dialogue with regional
communities and Indigenous Nations throughout the life of all our Projects and on all aspects, including
creating sustainable economic opportunities, providing safe workplaces, enhancing of social value, and
promoting community well-being. For further details about Treasury, please visit the Company’s website
at www.treasurymetals.com.
Contact:
Jeremy Wyeth
President & CEO
Treasury Metals Inc.
Orin Baranowsky
CFO
T: +1 416-214-4654;
Email: [email protected];
Cautionary Note Regarding Forward-Looking Information
This news release includes certain “forward -looking information” and “forward -looking statements” (collectively, forward -
looking statements”) within the meaning of Canadian and United States securities legislation that is based on expectations,
estimates, projections and interpretations as at the date of this news release. Any statement that involves predictions,
expectations, interpretations, beliefs, plans, projections, objectives, assumpti ons, future events or performance (often, but
not always, using ph rases such as “expects”, or “does not expect”, “is expected”, “interpreted”, “management’s view”,
“anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “potential”, “feasibility”,
“believes” or “intends” or varia tions of such words and phrases or stating that certain actions, events or results “may” or
“could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-
looking information and are intended to identify forward-looking information.
Since forward-looking information address future events and conditions, by their very nature they involve inherent risks
and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and
risks. These include, but are not limited to, the expected delisting of Blackwolf Shares from the TSXV; Blackwolf’s application
to cease to be a reporting issuer in Canada; the expected delisting of Treasury Shares from the Toronto Stock Exchange
and relisting thereof on the TSXV; expectations regarding timing, size and completion of the Concurrent Financing; receipt
of approvals from the TSX and TSXV in respect of transactions related to the Arrangement and Concurrent Financing;
expectations regarding the potential benefits and synergies of the Arrangement and the ability of the combined company
to successfully achieve business objectives, including integrating the companies or the effects of unexpected costs, liabilities
or delays; expectations relating to future exploration, development and production activities; expectations regarding future
exploration and development, growth potential for Treasury’s and Blackwolf’s operations; the companies’ assessments of,
and expectations for, future business activities and operat ing performance; expectations regarding exploration and
production for precious metals; delays or changes in plans with respect to exploration or development projects or capital
expenditures; the uncertainty of mineral resource, production and cost estimat es; health, safety and environmental risks;
worldwide demand for gold and base metals; gold price and other commodity price and exchange rate fluctuations;
environmental risks; competition; incorrect assessment of the value of acquisitions; ability to access sufficient capital from
internal and external sources; and changes in legislation, including but not limited to tax laws, royalties and environmental
regulations. Actual results, performance or achievement could differ materially from those expressed in , or implied by, the
forward-looking information and, accordingly, no assurance can be given that any of the events anticipated by the forward-
looking information will transpire or occur, or if any of them do so, what benefits may be derived therefrom and accordingly,
readers are cautioned not to place undue reliance on the forward-looking information.